"It is deplorable that BlackRock, as an industry leader and potential standard setter, fails to recognize that a director who has been on a board for over ten years (or longer) has compromised independence significantly, regardless of whether they are classified independent or not"
Callouts & quotes from 2,037+ activist slides
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"We believe that Mr. Feld’s extensive knowledge of the capital markets, corporate finance, and public company governance practices as a result of his investment experience, together with his significant public company board experience, would make him a valuable asset to the Board."
"Trian believes the attributes, skills and qualifications that Mr. Peltz possesses through his experience as a hands-on executive and active board member on numerous public company boards will provide DuPont and its Board with valuable industry knowledge and management experience."
"Trian believes the attributes, skills and qualifications that Mr. Peltz possesses through his experience as a hands-on executive and active board member on numerous public company boards will provide DuPont and its Board with valuable industry knowledge and management experience."
"Starboard along with its independent directors stabilized a terribly mismanaged business and laid out a credible plan to improve financial performance, which ultimately resulted in a successful and value enhancing sale of the company to a highly complementary strategic acquiror."
"We believe Edgewater's Board and management team cannot be trusted as stewards of the Company or to complete proper due diligence on any future transaction considering they failed to discover fraudulent and illegal activity within the Company's second largest acquisition to date"
"Most of the Company's independent Directors have been on the Board for at least 8 years (average/median tenure of approximately 9 years), and rather than being "agents of change," they have overseen the Company at a time during which it has significantly underperformed its peers"
"Trian believes the attributes, skills and qualifications that Mr. Peltz possesses through his experience as a hands-on executive and active board member on numerous public company boards will provide DuPont and its Board with valuable industry knowledge and management experience"
"If our plan is implemented by the company and just the core business is fixed (with no additional improvement in the value of the Alibaba and YJ stakes), we believe that Yahoo's stock would trade about $60/share or more than $30/share higher than the plan advocated by Starboard."
"If our plan is implemented by the company and just the core business is fixed (with no additional improvement in the value of the Alibaba and YJ stakes), we believe that Yahoo's stock would trade about $60/share or more than $30/share higher than the plan advocated by Starboard."
"If our plan is implemented by the company and just the core business is fixed (with no additional improvement in the value of the Alibaba and YJ stakes), we believe that Yahoo's stock would trade about $60/share or more than $30/share higher than the plan advocated by Starboard."
"Such a blanket conclusion does not appear to be supportable. Section 303A.02(a) requires a board to make independence determinations based on all relevant facts and circumstances. — NYSE Listed Company Manual Section 303A Corporate Governance Standards Frequently Asked Questions"
"Given the apparent willingness of the current Board members to take extraordinary action to entrench themselves, as exemplified by the Reincorporation Proposal, we have little choice at this time but to immediately commence the process to call a special meeting of shareholders."
"Elanco is an animal healthcare company with promising products in a secularly growing industry. This campaign is about bringing execution and accountability to an insular Board that has not properly overseen management and destroyed billions in shareholder value in the process."
"Asserting the contrary, from 2015 until now, demonstrates two things only: 1. BlackRock's Board of Directors lacks adequate independent oversight 2. Ms. Wagner herself has confirmed that she is not independent by relying on an assessment that she must know is plainly unfounded."
"Asserting the contrary, from 2015 until now, demonstrates two things only: 1. BlackRock's Board of Directors lacks adequate independent oversight 2. Ms. Wagner herself has confirmed that she is not independent by relying on an assessment that she must know is plainly unfounded."
"Mr. Warner's 30+ years of experience building and leading organizations in digital media and marketing and his deep expertise in general management, business development, strategy and planning, will enable him, in Starboard's view, to provide effective oversight of the Company."
"Warning: Given concerns we will document about Oatly's: 1) Lack of adequate financial disclosures, 2) Three auditors in six years, and 3) Evidence of key financial and operational metrics not adding up, we find it curious that the Company appointed Frances Rathke to the Board."
"Nelson Peltz, and Jay Rasulo – who ran Disney’s Parks business for nearly a decade – will work with the Board to execute on a clear vision for Parks targeting at least high-single digit operating income growth to ensure adequate returns on the $60 billion of capital investment"
"Legg Mason, Inc. (NYSE: LM) announced today that it has increased the size of its Board of Directors from 10 to 12 members and has appointed Nelson Peltz and Ed Garden of Trian Fund Management, L.P. ("Trian Partners") to the Company's Board of Directors, effective immediately."
"Nelson Peltz, and Jay Rasulo – who ran Disney’s Parks business for nearly a decade – will work with the Board to execute on a clear vision for Parks targeting at least high-single digit operating income growth to ensure adequate returns on the $60 billion of capital investment"
"However, the Company’s reactive changes to date, while a step in the right direction, have for the most part failed to address the serious operational issues facing the Company, namely the current Board’s unwavering pursuit of a high-cost, value-destroying status-quo strategy."
"As legacy technologies transition to digital platforms, we believe Disney can lead the media industry forward. We could not be more excited to partner with Bob and the Board to help create long-term sustainable shareholder value. — Mason Morfit, ValueAct Capital Co-CEO and CIO"
"There are two commonly accepted structures for independent leadership to balance the CEO role in the boardroom: 1) an independent Chair; or 2) a Lead Independent Director when the roles of Chair and CEO are combined, or when the Chair is otherwise not independent. — BlackRock"
"We look forward to a collaborative and positive dialogue with Cognizant’s Board and management. To that end, we respectfully request a meeting in the next few weeks with the full Board during which we can share a detailed presentation of the Cognizant Value-Enhancement Plan."
"Starboard believes that Mr. Feld's experience as an active stockholder, board member, and expert in capital markets and corporate governance practices, as well as his knowledge of intellectual property licensing, will enable him to provide invaluable oversight to the Board."
"With all of this in mind, hopefully it's clear that the only credible path to actually reducing risk and shifting to a proven strategy is to elect ALL SEVEN members of the Shareholder Slate, so its proposed management team and plan have support from a majority of the Board."
"Despite a recent Board overhaul, we believe the fundamental dynamic remains unchanged: there is no effective counterweight to the Greenbergs, who have consistently demonstrated a disregard for adhering to best practices in public company and corporate governance practices."
"We are concerned that three of Parkland's directors have served on the Board for twelve years or more, including Chairman Jim Pantelidis who has served on the Board for 24 years, and Mr. Spencer and Mr. Bechtold who have been on the Board for 21 and 17 years, respectively."
"The Company currently purchases both off-the-shelf and custom components, including finished circuit boards assemblies and injection-molded plastic components, primarily from suppliers located in the U.S., Mexico, China and Taiwan. — 2017 Annual Report: Filed March 1, 2018"
"All that we know is that we run a clean and honest business and we are completely and utterly confident of that. Our auditors are confident of that. Our board's audit committee is confident of that. Our whole board and management team is confident of that. — Sunny Verghese"
"There is much more work to be done that can produce even more value for shareholders. Unfortunately, the current Board has refused to work constructively with Starboard to reconstitute the Board in a manner consistent with the best interests of the Company’s shareholders."
"While adding a new independent director with retail experience is a step in the right direction, we believe Mr. Massey’s nomination was reactionary to our involvement and we question whether the Board would have taken such action were it not for our pending proxy contest."
"We have issues with TeliaSonera’s continuation of two previous accounting gimmicks that in 2013 and 2014 (the two years for which this board is responsible for the financials) respectively inflated reported EPS by SEK0.19 per share and SEK0.12 per share, or 5.9% and 3.8%."
"Why didn't Ströer report the results of the digital business in Turkey in light of the instances of fraud already established? What responsibility do the board of management and the management bear for the failure to correct the problem? — Shareholder question at 2016 AGM"
"Limiting director tenure allows new directors to the board to bring fresh perspectives. An excessive tenure is considered to potentially compromise a director's independence...For the US, Canada, Hong Kong, and, Singapore, lengthy tenure is defined as nine or more years."
"Keisei's Board is swollen by an excessive number of inside directors resulting in misalignment with peers and falling short of acceptable governance standards – at least 4 of Keisei's current inside directors offer little to the Board and should not stand for re-election"
"Rather than holding management accountable for right-sizing the cost structure of GCP’s SCC business and actually improving operations, the Board has settled on accepting market exits to stem the significant losses generated by GCP’s fundamental operating inefficiencies."
"Mr. Lamphere would be a valuable addition to the Board given his extensive experience serving as a founder, public company board member with operations, financial, strategic and safety experience across influential companies in the railroad and transportation industries."
"Proxy advisor Egan-Jones recommends Elliott's highly qualified board nominees Brian Coffman, Sigmund Cornelius, Michael Heim and Stacy Nieuwoudt at Phillips 66 (NYSE: PSX). "Urgent change is needed in the boardroom to unlock the Company's full potential." — Streamline 66"
""VAX-31 APPEARS BEST-IN-CLASS & SHOULD LEAD THE EXPANDING ADULT + INFANT MARKET... VAX-31 met non-inferiority to PCV20 across the board, was superior on many difficult and highly-prevalent serotypes, and the data were more striking than V116." — TD Cowen, September 2024"
"We believe it is Clear that the Current Board Has Failed in its Oversight of the Company and that Shareholders Deserve and Require Board Representatives Who Are Not Only Incredibly Well-Qualified and Experienced, But Who Are Committed to Holding Management Accountable."
"As Chair of the Compensation committee for each of the last 3 years, Glass Lewis has recommended that shareholders vote AGAINST Ms. Evans' continued service on the Board of Office Depot and has questioned whether she should even serve on any other public company board."
"Phillips 66 (NYSE: PSX) shareholders, it's time to vote for a brighter future and better corporate governance. Vote the GOLD card FOR Elliott's board nominees Brian Coffman, Sigmund Cornelius, Michael Heim and Stacy Nieuwoudt, and FOR corporate governance enhancements."
"The Starboard slate includes individuals with deep expertise in Tessera’s key markets, a broad understanding of the intellectual property licensing and technology components businesses, and the independence necessary to hold management accountable for its performance."
"We believe this repeated behavior is the outcome of broader and more systemic problems, including a poor corporate culture that appears to reward loyalty to the founder over performance, a Board that has failed to provide true accountability for delivering on results."
"Significant change is needed in DND’s boardroom today. The Engine Slate offers directors who possess superior skillsets and a plan to turn around the Company, effectively guide and oversee management, and restore trust with DND’s employees, customers and shareholders."
"We believe that Mr. Yanker’s significant managerial and operational expertise gained from his extensive experience advising and consulting for senior management teams, together with his public board experience, well qualifies him to serve as a director of the Company."
"Jeffrey C. Smith, being sworn, states under oath: I executed the foregoing letter, and the information and facts stated therein regarding Starboard Value LP's status as a beneficial owner of Box, Inc. and the purpose of this demand for inspection are true and correct."
"Believes Company Announcement to De-Stagger Board Two Days Before Annual Meeting and 10 Years after More than 85 percent of Common Shareholders Voted for this Measure is Too Little Too Late and Fails to Address Deeply Imbedded Issues with Taubman Governance Structure."
"Excluding Mr. Shoiry’s ownership, the remainder of the Board owns just 0.05%. We believe the announcement that Mr. Shoiry is retiring from the Board is a step in the right direction. However, we believe the timing is very suspicious considering our report’s findings."
"Women make up 67% of ELF’s Board, 56% of senior leadership and almost 80% of all employees. Therefore, we believe its brand equity and success is highly sensitive to the perception that it supports organizations with positive connections to women’s health and rights."
"“Since the CEO transition on November 1, 2015, our team has delivered total shareholder return (“TSR”) of 27%...the weighted average return of the companies where Mr. Peltz serves as a Board member has been only 8%” — Letter From David Taylor to Shareholders, 8/14/17"
"We recommend the establishment of a Finance & Strategy Committee of the Board (that includes Nelson and/or Jay) to create a dedicated subset of Directors focused on long-term strategy and the key strategic questions facing Disney, including those we have highlighted"
"We recommend the establishment of a Finance & Strategy Committee of the Board (that includes Nelson and/or Jay) to create a dedicated subset of Directors focused on long-term strategy and the key strategic questions facing Disney, including those we have highlighted"
""In the third and fourth quarters of 2014, the Board of Directors began discussions about augmenting the Board of Directors with new members and began the process of determining the qualifications and skills desired for such new members." — ROVI 2015 proxy statement"
"Cornelius' significant executive level energy industry experience, background in strategic planning and risk oversight, and extensive public board experience - including at companies in the refining sector - would make him a valuable addition to the Phillips Board."
"Cornelius' significant executive level energy industry experience, background in strategic planning and risk oversight, and extensive public board experience – including at companies in the refining sector – would make him a valuable addition to the Phillips Board."
"Cornelius' significant executive level energy industry experience, background in strategic planning and risk oversight, and extensive public board experience - including at companies in the refining sector - would make him a valuable addition to the Phillips Board."
"“The key role of a board member is to appoint management, to set, together with management, a clear strategy with defined goals and metrics, and to hold management accountable for effecting that strategy. The oversight role of the board is critical.” — Rodney Chase"